Agmt 2009 Western Pacific Signal LLC

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The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder; The Consultant's signature; Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed and demonstrated operational as a complete working system, according to the system test procedures and final test requirements detailed by the Consultant's Proposal. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. In exchange for acceptance of payments and compensation for Sections 2.3 & 2.4 (Final & Total Payments), Consultant shall extend all product and service warranties, on-going field service and support obligations, and product software upgrade commitments, which City is entitled to and mutually agreed upon by the joint RFP project specifications, the Consultant's Proposal, and work plan Exhibit A. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed $0. Expenses not listed below are not chargeable to City, Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Consulting Services Agreement between Project No. 150-38-288 City of San Leandro and Western Pacific Signal, LLC Page 3 of 13 989837-1